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                                                                 Exhibit 10.42.2
                                   ACTV, INC.

                              EMPLOYMENT AGREEMENT


         EMPLOYMENT AGREEMENT made as of this 1st day of August, 1995, by and
between ACTV, INC., a Delaware corporation, having an office at 225 Park Avenue
South, New York, New York 10003(hereinafter referred to as "Employer") and BRUCE
CROWLEY, an individual residing at 257 West 17th Street, New York, New York
10011 (hereinafter referred to as "Employee");


                              W I T N E S S E T H:


         WHEREAS, Employer employs, and desires to continue to employ, Employee
as its Vice-Chairman and President of Enhanced Media Services, Inc.; and

         WHEREAS, Employee is willing to continue to be employed as the
Vice-Chairman of Employer and President of Enhanced Media Services, Inc. in the
manner provided for herein, and to perform the duties of the Vice-Chairman of
Employer and President of Enhanced Media Services, Inc. upon the terms and
conditions herein set forth;

         NOW, THEREFORE, in consideration of the promises and mutual covenants
herein set forth it is agreed as follows:

         1. EMPLOYMENT OF VICE-CHAIRMAN OF ACTV, INC. AND PRESIDENT OF ENHANCED
MEDIA SERVICES, INC. Employer hereby employs Employee as Vice-Chairman of ACTV
Inc. and as President of HyprTV Networks, Inc.

         2. TERM. Subject to Section 9 below, the term of this Agreement shall
commence on the date hereof and end on December 31, 2004. Each 12 month period
from January 1 through December 31 during the term hereof shall be referred to
as an "Annual Period." During the term hereof, Employee shall devote
substantially all of his business time and efforts to Employer and its
subsidiaries and affiliates.

         3. DUTIES. The Employee shall perform any and all duties and shall have
any and all powers as may be prescribed by the Chairman of ACTV, Inc. and shall
be available to confer and consult with and advise the officers and directors of
Employer at


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such times that may be required by Employer. Employee shall report directly and
solely to the Chairman or his designee.

         4. COMPENSATION.

                  a.       (i) Employee shall be paid a minimum of $345,000 for
each Annual Period. Employee shall be paid periodically in accordance with the
policies of the Employer during the term of this Agreement, but not less than
monthly.

                           (ii) Employee is eligible for yearly bonuses, if any,
which will be determined and paid in accordance with policies set from time to
time by the Board.

                           (iii)Employee shall be entitled to a leased car of
his choice.

                  b.       (i) In the event of a "Change of Control" whereby

                           (A) A person (other than a person who is an officer
or a Director of Employer on the effective date hereof), including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934, becomes, or
obtains the right to become, the beneficial owner of Employer securities having
30% or more of the combined voting power of then outstanding securities of the
Employer that may be cast for the election of directors of the Employer;

                           (B) At any time, a majority of the Board-nominated
slate of candidates
for the Board is not elected;

                           (C) Employer consummates a merger in which it is not
the surviving entity;

                           (D) Substantially all Employer's assets are sold; or

                           (E) Employer's stockholders approve the dissolution
or liquidation of
Employer; then

                           (ii) (A) All stock options, warrants and stock
appreciation rights ("Rights") granted by Employer to Employee under any plan or
otherwise prior to the effective date of the Change of Control, shall become
vested, accelerate and become immediately exercisable; and in addition the
employee, at


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his option, shall receive a special compensation payment for the exercise cost
of all vested options upon exercising those options any time within twelve
months after the effective date of the change of control, adjusted for any stock
splits and capital reorganizations having a similar effect, subsequent to the
effective date hereof. In the event Employee owns or is entitled to receive any
unregistered securities of Employer, then Employer shall use its best efforts to
effect the registration of all such securities as soon as practicable, but no
later than 120 days after the effective date of the registration statement;
provided, however, that such period may be extended or delayed by Employer for
one period of up to 60 days if, upon the advice of counsel at the time such
registration is required to be filed, or at the time Employer is required to
exercise its best efforts to cause such registration statement to become
effective, such delay is advisable and in the best interests of Employer because
of the existence of non-public material information, or to allow Employer to
complete any pending audit of its financial statements;

                                    (B) If at any time within three years of
said Change of Control, (i) a new Chief Executive Officer of Employer is
appointed and (ii) Employee is not retained in his immediately prior position or
a substantially similar position with Employer or the surviving entity, as
applicable, then in addition, Employee shall be eligible to receive a one-time
bonus, equal on an after-tax basis to two times his average compensation for the
two previous fiscal years. Such compensation shall include salary, bonus, and
restricted stock awards. To effectuate this provision, the bonus shall be
"grossed-up" to include the amount necessary to reimburse Employee for his
federal, state and local income tax liability on the bonus and on the "gross-up"
at the respective effective marginal tax rates. In no event shall this bonus
exceed 2.7 times Employee's then current base salary. Said bonus shall be paid
within thirty (30) days of the Change of Control.

                  c. Employer shall include Employee in its health insurance
program available to Employer's executive officers.

                  d. Employer shall maintain a life, accidental death and
dismemberment insurance policy on Employee for the benefit of a beneficiary
named by Employee in an amount not less than $2,000,000. Ownership of the policy
shall be assigned to Employee upon termination of Employee's employment under
this Agreement.


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                  e. Employee shall also be entitled to participate pari passu
in any other program established by Employer pursuant to which any executive
officers receive a share of the profits of Employer.

                  f. Employee shall have the right to participate in any other
employee benefit plans established by Employer.

                  g. Unless a pre-existing plan of Employer expressly forbids
it, all Rights which may become exercisable during the term hereof shall be paid
for in cash only if Employee so elects, otherwise they may be paid for.

                  (i) by the transfer by Employee to Employer of so much of
Employee's Rights which, when valued at the highest trading price of the
underlying securities of Employer during the previous six months, will offset
the price of the Rights then being exercised;

                  (ii) by means of recourse Note with interest at the lowest
rate, it any, required to be charged by any governmental authority, to accrue
and become due and payable with the principle, in an amount no greater than the
exercise price, given by Employee to Employer and secured by the shares of stock
being paid for thereby, which Note shall become due and payable at the earlier
of the expiration hereof or, on a pro rata basis, the sale by Employee of all or
part of the Rights or underlying stock which constitute security for the Note;
or

                  (iii) by any combination of cash and (ii) or (iii), above.

         5. EXPENSES. Employee shall be reimbursed for all of his actual
out-of-pocket expenses incurred in the performance of his duties hereunder,
provided such expenses are acceptable to Employer, which approval shall not be
unreasonably withheld, for business related travel and entertainment expenses,
and that Employee shall submit to Employer reasonably detailed receipts with
respect thereto.

         6. VACATION. Employee shall be entitled to receive three (3) weeks paid
vacation time after each year of employment upon dates agreed upon by Employer.
Upon separation of employment, for any reason, vacation time accrued and not
used


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shall be paid at the salary rate of Employee in effect at the time of employment
separation.

         7. SECRECY. At no time shall Employee disclose to anyone any
confidential or secret information (not already constituting information
available to the public) concerning (a) internal affairs or proprietary business
operations of Employer or (b) any trade secrets, new product developments,
patents, programs or programming, especially unique processes or methods.

         8. COVENANT NOT TO COMPETE. Employee acknowledges and confirms that the
Company is placing its confidence and trust in Employee. Accordingly, Employee
covenants and agrees that he will not, during the term of his employment, and
for a period of one (1) year thereafter, either directly or indirectly, engage
in any business, either directly or indirectly (whether as a creditor,
guarantor, financial backer, stockholder, director, officer, consultant,
advisor, employee, member, inventor, producer, or otherwise), with or for any
company, enterprise, institution, organization or other legal entity (whether a
sole proprietorship, a corporation, a partnership, a limited liability company,
an association, or otherwise, and whether or not for profit), which is in
competition with the ACTV Business (as defined herein). As used in this
Agreement, the term "ACTV Business" shall mean the invention, development,
application, implementation, extension, operation and/or management by ACTV
and/or any ACTV affiliate of any invention, software, technology, business,
service or product of ACTV and/or any ACTV affiliate, including without
limitation the convergence and digital television technologies commonly referred
to by ACTV as "Individualized Television", "HyperTV" and "eSchool".

                  Furthermore, Employee will not during the term of his
employment, and for a period of one (1) year thereafter, individually or through
any entity, directly or indirectly, without the express prior written consent of
ACTV, become an employee, consultant, advisor, director, officer, producer,
partner or joint or co-venturer of or to, or enter into any contract, agreement
or arrangement with, any entity or business venture of any kind to or of which
ACTV and/or any ACTV affiliate is a licensor or licensee or with which ACTV
and/or any ACTV affiliate is a joint or co-venturer, partner or otherwise
engaged in any on-going business relationship or discussions or negotiations
with a view to entering into such a relationship to provide services or
products. Nor shall Employee, during the term of his employment, and for a
period of three (3) years


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thereafter, individually or through any entity, directly or indirectly, without
the express prior written consent of ACTV, make or otherwise extend any offer of
full-time or part-time employment to any officer or employee of ACTV and/or of
any ACTV affiliate, or otherwise solicit any officer or employee of ACTV and/or
of any ACTV affiliate to seek or accept any full-time or part-time employment,
by or with any person or entity other than ACTV or any ACTV affiliate.

                  Employee hereby acknowledges and agrees that the ACTV Business
extends throughout the United States, and that -- given the nature of the ACTV
Business -- ACTV and/or any ACTV affiliate can be harmed by competitive conduct
anywhere in the United States. Employee therefore agrees that the covenants not
to compete contained in this Section 8 shall be applicable in and throughout the
United States, as well as throughout such non-U.S. areas in which ACTV and/or
any ACTV affiliate may be (or has prepared written plans to be) doing business
as of the date of termination of Employee's employment. Employee further
warrants and represents that, because of his varied skill and abilities, he does
not need to compete with the ACTV Business, and that this Agreement will
therefore not prevent him/her from earning a livelihood. Employee acknowledges
that the restrictions contained in this Section 8 constitute reasonable
protections for ACTV and its affiliates in light of the foregoing and in light
of the promises to Employee contained herein. Employee and the Company hereby
agree that, if the period of time or the scope of the restrictive covenant not
to compete contained in this Section 8 shall be adjudged unreasonable by any
proper arbiter of a dispute hereunder, then the period of time and/or scope
shall be reduced accordingly, so that this covenant may be enforced in such
scope and during such period of time as is judged by such arbiter to be
reasonable.

         9. TERMINATION.

                  a. TERMINATION BY EMPLOYER

                           (i) Employer may terminate this Agreement upon
written notice for Cause. For purposes hereof, "Cause" shall mean (A) engaging
by the Employee in conduct that constitutes activity in competition with
Employer; (B) the conviction of Employee for the commission of a felony; and/or
(C) the habitual abuse of alcohol or controlled substances. Notwithstanding
anything to the contrary in this Section 9(a)(i), Employer may not terminate
Employee's employment under this


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Agreement for Cause unless Employee shall have first received notice from the
Board advising Employee of the specific acts or omissions alleged to constitute
Cause, and such acts or omissions continue after Employee shall have had a
reasonable opportunity (at least 10 days from the date Employee receives the
notice from the Board) to correct the acts or omissions so complained of.

                           (ii) Employer may terminate Employee's employment
under this Agreement if, as a result of any physical or mental disability,
Employee shall fail or be unable to perform his duties under this Agreement for
any consecutive period of 90 days during any twelve-month period. If Employee's
employment is terminated under this Section 9(a)(ii): (A) for the first six
months after termination, Employee shall be paid 100% of his full compensation
under Section 4(a) of this Agreement at the rate in effect on the date of
termination, and in each successive 12 month period thereafter Employee shall be
paid an amount equal to 67% of his compensation under Section 4(a) of this
agreement at the rate in effect on the date of termination; (B) Employer's
obligation to pay life insurance premiums on the policy referred to in Section
4(d) shall continue in effect until five years after the date of termination;
and (C) Employee shall continue to be entitled, insofar as is permitted under
applicable insurance policies or plans, to such general medical and employee
benefit plans (including profit sharing or pension plans) as Employee had been
entitled to on the date of termination. Any amounts payable by Employer to
Employee under this paragraph shall be reduced by the amount of any disability
payments payable by or pursuant to plans provided by Employer and actually paid
to Employee.

                           (iii) This agreement automatically shall terminate
upon the death of Employee, except that Employee's estate shall be entitled to
receive any amount accrued under Section 4(a) and the pro-rata amount payable
under Section 4(e) for the period prior to Employee's death and any other amount
to which Employee was entitled of the time of his death.

                  b. TERMINATION BY EMPLOYEE

                           (i) Employee shall have the right to terminate his
employment under this Agreement upon 30 days' notice to Employer given within 90
days following the occurrence of any of the following events (A) through (D) or
within three years following the occurrence of event (E):


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                                    (A) Employer acts to change the geographic
location of the performance of Employee's duties from the New York Metropolitan
area. For purposes of this Agreement, the New York Metropolitan area shall be
deemed to be the area within 10 miles of midtown Manhattan.

                                    (B) A Material Reduction (as hereinafter
defined) in Employee's rate of base compensation, or Employee's other benefits.
"Material Reduction" shall mean a ten percent (10%) differential;

                                    (C) A failure by Employer to obtain the
assumption of this Agreement by any successor;

                                    (D) A material breach of this Agreement by
Employer, which is not cured within thirty (30) days of written notice of such
breach by Employer;

                                    (E) A Change of Control.

                           (ii) Anything herein to the contrary notwithstanding,
Employee may terminate this Agreement upon thirty (30) days written notice.

                  c. If Employer shall terminate Employee's employment other
than due to his death or disability or for Cause (as defined in Section 9(a)(i)
of this Agreement), or if Employee shall terminate this Agreement under Section
9(b)(i), Employer's obligations under Section 4 shall be absolute and
unconditional and not subject to any offset or counterclaim and Employee shall
continue to be entitled to receive all amounts provided for by Section 4 and all
additional employee benefits under Section 4 regardless of the amount of
compensation he may earn with respect to any other employment he may obtain.

         10. CONSEQUENCES OF BREACH BY EMPLOYER; EMPLOYMENT TERMINATION

                  a. If this Agreement is terminated pursuant to Section 9(b)(i)
hereof, or if Employer shall terminate Employee's employment under this
Agreement in any way that is a breach of this Agreement by Employer, the
following shall apply:

                           (i) Employee shall receive as a bonus, and in
addition to his salary continuation pursuant to Section 9.c., above, a cash
payment equal to the Employee's total base salary


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as of the date of termination hereunder for the remainder of the term plus an
additional amount to pay all federal, state and local income taxes thereon on a
grossed-up basis as heretofore provided, payable within 30 days of the date of
such termination; except that if this Agreement is terminated pursuant to
Section 9.(b)(i)(E), then Employee shall not be entitled to receive a bonus
under this Section 10.a.(i) but shall instead receive a lump-sum payout of
Employee's total base salary for the remainder of the term plus an additional
amount to pay all federal, state and local income taxes thereon on a grossed-up
basis as heretofore provided, payable within 30 days of the date of such
termination.

                           (ii) Employee shall be entitled to payment of any
previously declared bonus and additional compensation as provided in Section
4(a), (b) and (e) above.

                  b. In the event of termination of Employee's employment
pursuant to Section 9(b)(i) of this Agreement, the provisions of Section 8 shall
not apply to Employee.

         11. REMEDIES. Employer recognizes that because of Employee's special
talents, stature and opportunities in the interactive television industry, and
because of the special creative nature of and compensation practices of said
industry and the material impact that individual projects can have on an
interactive television company's results of operations, in the event of
termination by Employer hereunder (except under Section 9(a)(i) or (iii), or in
the event of termination by Employee under Section 9(b)(i) before the end of the
agreed term, Company acknowledges and agrees that the provisions of this
Agreement regarding further payments of base salary, bonuses and the
exercisability of Rights constitute fair and reasonable provisions for the
consequences of such termination, do not constitute a penalty, and such payments
and benefits shall not be limited or reduced by amounts' Employee might earn or
be able to earn from any other employment or ventures during the remainder of
the agreed term of this Agreement.

         12. EXCISE TAX. In the event that any payment or benefit received or to
be received by Employee in connection with a termination of his employment with
Employer would constitute a "parachute payment" within the meaning of Code
Section 280G or any similar or successor provision to 280G and/or would be
subject to any excise tax imposed by Code Section 4999 or any similar or
successor provision then Employer shall assume all


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liability for the payment of any such tax and Employer shall immediately
reimburse Employee on a "grossed-up" basis for any income taxes attributable to
Employee by reason of such Employer payment and reimbursements.

         13. ARBITRATION. Any controversies between Employer and Employee
involving the construction or application of any of the terms, provisions or
conditions of this Agreement, save and except for any breaches arising out of
Sections 7 and 8 hereof, shall on the written request of either party served on
the other be submitted to arbitration. Such arbitration shall comply with and be
governed by the rules of the American Arbitration Association. An arbitration
demand must be made within one (1) year of the date on which the party demanding
arbitration first had notice of the existence of the claim to be arbitrated, or
the right to arbitration along with such claim shall be considered to have been
waived. An arbitrator shall be selected according to the procedures of the
American Arbitration Association. The cost of arbitration shall be born by the
losing party or in such proportions as the arbitrator shall decide. The
arbitrator shall have no authority to add to, subtract from or otherwise modify
the provisions of this Agreement, or to award punitive damages to either party.

         14. ATTORNEYS' FEES AND COSTS. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, costs and necessary
disbursements in addition to any other relief to which he may be entitled.

         15. ENTIRE AGREEMENT; SURVIVAL. This Agreement, which has last been
modified effective January 18, 2001, contains the entire agreement between the
parties with respect to the transactions contemplated herein and supersedes, any
prior agreement or understanding between Employer and Employee with respect to
Employee's employment by Employer. The unenforceability of any provision of this
Agreement shall not effect the enforceability of any other provision. This
Agreement may not be amended except by an agreement in writing signed by the
Employee and the Employer, or any waiver, change, discharge or modification as
sought. Waiver of or failure to exercise any rights provided by this Agreement
and in any respect shall not be deemed a waiver of any further or future rights.


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                  b. The provisions of Sections 4, 7, 8, 9(a)(ii), 9(a)(iii),
9(c), 10, 11, 12, 13, 14, 17, 18 and 19 shall survive the termination of this
Agreement.

         16. ASSIGNMENT. This Agreement shall not be assigned to other parties.

         17. GOVERNING LAW. This Agreement and all the amendments hereof, and
waivers and consents with respect thereto shall be governed by the internal laws
of the state of New York, without regard to the conflicts of laws principles
thereof.

         18. NOTICES. All notices, responses, demands or other communications
under this Agreement shall be in writing and shall be deemed to have been given
when

                  a. delivered by hand;

                  b. sent be telex or telefax, (with receipt confirmed),
provided that a copy is mailed by registered or certified mail, return receipt
requested; or

                  c. received by the addressee as sent be express delivery
service (receipt requested) in each case to the appropriate addresses, telex
numbers and telefax numbers as the party may designate to itself by notice to
the other parties:


                           (i) if to the Employer:


                               ACTV, Inc. and Enhanced Media Services, Inc.
                               225 Park Avenue South
                               New York, New York, 10003

                               Attention: Day Patterson
                               Telephone:  (212) 497-7000

                               Gersten, Savage, Kaplowitz LLP
                               101 East 52nd Street
                               New York, New York 10022

                               Attention:  Jay Kaplowitz, Esq.
                               Telefax: (212) 980-5192
                               Telephone: (212) 752-9700

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                           (ii) if to the Employee:

                                Bruce Crowley
                                257 West 17th Street
                                New York, New York 10011

         19. SEVERABILITY OF AGREEMENT. Should any part of this Agreement for
any reason be declared invalid by a court of competent jurisdiction, such
decision shall not affect the validity of any remaining portion, which remaining
provisions shall remain in full force and effect as if this Agreement had been
executed with the invalid portion thereof eliminated, and it is hereby declared
the intention of the parties that they would have executed the remaining
portions of this Agreement without including any such part, parts or portions
which may, for any reason, be hereafter declared invalid.


         IN WITNESS WHEREOF, the undersigned have executed this agreement as of
the day and year first above written.

                                         ACTV, INC.

                                         By:
                                             -------------------------
                                             WILLIAM C. SAMUELS
                                             Chairman


                                             _________________________
                                             BRUCE CROWLEY